General Terms and Conditions Maquis Coöperatie UA

 

Article 1 - General

1. In these general terms and conditions, the following definitions apply:

 

1. Client: the party that gives the order;

2. Contractor: Contractor: Maquis Coöperatie UA,

 

established in Amstelveen, also trading under the names:

1. Maquis Tax Advisers

2. Maquis Mergers & Acquisitions

3. Maquis Business Development

 

1. Maquis is a Coöperatie UA (Excluded Liability) with offices in Amstelveen, Rotterdam, Roosendaal, (Amsterdam Noord/Durgerdam).

2. Assignment or Agreement: the agreement for the provision of services, whereby the Contractor undertakes towards the Client to perform certain activities;

1. All Assignments are exclusively accepted and performed by the Contractor, setting aside Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code, regardless of whether the Client has explicitly or tacitly granted the Assignment with a view to its execution by a specific person or persons.

2. All stipulations in these general terms and conditions are also made for the benefit of all those who work for the Contractor in the context of the execution of the Assignment, including the members of the cooperative, the board of the cooperative, those who are employed or otherwise. -5cde-3194-bb3b-136bad5cf58d_ working for the cooperative, are hired by the cooperative, those who work for the members of the cooperative. They can invoke this against the client.

 

Article 2 - Applicability

1. These general terms and conditions apply to all Assignments or Agreements between the Client and the Contractor, or their legal successors respectively, as well as to all agreements arising from and/or related thereto, as well as to all offers and/or quotations made by the Contractor. The general terms and conditions extend to all work performed by the Contractor under the trade names Maquis Belastingadviseurs, Maquis Mergers & Acquisitions and Maquis Business Development, unless expressly agreed otherwise in writing at the start of the assignment. Exclusively for the work performed in the context of and under the trade name Maquis Belastingadviseurs, the work is performed in the manner prescribed by the Dutch Association of Tax Advisers (NOB). In that regard, all tax advisers working for the contractor have complied with the status of independence applied by the NOB.

2. The applicability of the Client's General Terms and Conditions is expressly rejected by the Contractor.

3. Clauses deviating from these terms and conditions are only valid if and insofar as the Contractor has confirmed them explicitly and in writing to the Client.

4. If any clause, forming part of these general terms and conditions or of the agreement, should be null and void or annulled, the remainder of the agreement will remain in force as much as possible and the relevant clause will be replaced immediately in consultation between the parties by a clause that purports to of the original clause as closely as possible.

 

Article 3 – Conclusion of the Agreement

1. The Agreement is concluded at the moment that the order confirmation signed by the Contractor and the Client is returned by the Contractor. The order confirmation is based on the information provided by the Client to the Contractor at the time. The order confirmation is deemed to represent the Agreement correctly and completely.

2. If the Assignment has been issued orally, or if the order confirmation has not (yet) been signed and returned, the Assignment is deemed to have been concluded subject to the applicability of these general terms and conditions at the moment that the Contractor, at the request of the Client, with the execution of the Assignment has started.

 

Article 4 -  Data and information

1. The Client is obliged to provide all data and information required by the Contractor, as well as the data and information that the Client can reasonably know that the Contractor needs for the correct execution of the Assignment,

   1. timely and

   2. in the form desired by the Contractor and

   3. to be provided in the manner desired by the Contractor. 

2. The Client guarantees the correctness, completeness, reliability and lawfulness of the data and information provided to the Contractor by or on behalf of it, even if it is provided via third parties or comes from third parties, unless the nature of the Assignment dictates otherwise._cc781905- 5cde-3194-bb3b-136bad5cf58d_

3. The Client is obliged to inform the Contractor without delay about facts and circumstances that may be important in connection with the execution of the Assignment.

4. The Contractor has the right to suspend the execution of the Assignment until the Client has fulfilled the obligations referred to in the first, second and third paragraph.

5. Extra costs, extra hours, as well as other damage for the Contractor, arising because the Client has not fulfilled the obligations referred to in the first, second or third paragraph, are for the account and risk of the Client.

6. At the Client's first request, the Contractor will return the original documents provided by the Client to the Client. 

7. The Client is responsible for correct compliance with the applicable laws and regulations in the field of the protection of personal data, including providing and making available to the Contractor personal data relating to its personnel, clients or third parties, even if these originate from third parties. or are provided by third parties on its behalf. The Contractor cannot be held liable in connection with non-compliance or incorrect compliance by the Client.

 

Article 5 - Execution of the Assignment 

1. The Contractor determines the manner in which and by which person(s) the Assignment is carried out, but takes into account the wishes expressed by the Client as much as possible. If the Contractor wishes to engage third parties for the account of the Client in the performance of the Assignment, it will only do so with the Client's approval.

2. The Contractor will carry out the work to the best of its ability and as a professional who acts with due care; However, the Contractor cannot guarantee the achievement of any intended result.

3. The Assignment will be performed with due observance of the applicable (professional) regulations and what is required by or pursuant to the law. The Client shall always and fully cooperate with the obligations arising from this for the Contractor.

4. The Client is aware that the Contractor, pursuant to the Money Laundering and Terrorist Financing Prevention Act (Wwft):

   1. may be obliged to conduct an investigation into the identity of the Client and/or client;

   2. may be required to report certain transactions to the authorities established for that purpose.

5. (Professional) regulations in any case include the Professional Practice Regulations and the Special Code of Conduct of the Dutch Association of Tax Advisers (NOB).

6. The Contractor excludes any liability for damage that arises as a result of the Contractor's compliance with the legislation and (professional) regulations applicable to it.

7. With regard to the Assignment, the Contractor will maintain a work file (digital or otherwise) containing copies of relevant documents, which is the property of the Contractor.

8. During the execution of the Assignment, the Client and the Contractor will be able to communicate with each other at the request of one of them by means of electronic mail. The Client and the Contractor are not liable to each other for damage resulting from the use of electronic mail. Both the Client and the Contractor will do everything that can reasonably be expected to prevent risks such as spreading viruses and distortion. 

9. In case of doubt about the content and/or sending of electronic mail, the data extracts from the Contractor's computer systems are decisive.

 

Article 6 – Time limits

1. Terms within which work must be completed are only strict deadlines if agreed in writing. 

2. If the Client owes an advance payment or if it has to provide data and information necessary for the execution of the Assignment, the term within which the work must be completed does not start before the payment has been received in full by the Contractor, respectively the data and information have been made available to the Contractor in full.

3. Unless it is established that execution is permanently impossible, the agreement cannot be dissolved by the Client due to the term being exceeded, until after the expiry of the agreed term, the Client has given the Contractor a reasonable term to perform the assignment (in full) after all and the Contractor has also then does not or not fully execute the assignment within the stated term. 

 

Article 7 – Termination

1. The Agreement is entered into for an indefinite period of time, unless it follows from the content, nature or purport of the Assignment granted that it has been entered into for a definite period of time.

2. The Client and the Contractor may terminate the Agreement (prematurely) at any time with due observance of a reasonable notice period, unless reasonableness and fairness dictate otherwise. The cancellation must be communicated in writing to the other party.

3. The Agreement may be terminated (prematurely) by both the Contractor and the Client by registered letter, without observing a notice period in the event that the other party is unable to pay its debts or if a receiver, administrator or liquidator has been appointed, the other party undergoes a debt restructuring, or ceases its activities for any other reason or if the other party considers the occurrence of one of the above circumstances with one party reasonably plausible or if a situation has arisen that justifies immediate termination in the interest of the terminating party. side.

4. In all cases of (premature) termination, the Contractor retains the right to payment of the invoices for work it has performed up to that point, whereby the provisional results of the work performed up to that point will be made available to the Client subject to change.

5. If the Client has proceeded with (premature) termination, the Contractor is entitled to compensation for the loss of capacity that has arisen and can be demonstrated on its part, as well as additional costs that the Contractor has reasonably had to incur or has to incur as a result of the early termination of the Agreement. (including costs relating to any subcontracting), unless the termination is based on facts and circumstances that can be attributed to the Contractor. 

6. If the Contractor proceeds to (premature) termination, the Client is entitled to cooperation from the Contractor in the transfer of work to third parties, unless the termination is based on facts and circumstances that can be attributed to the Client.

7. Insofar as the transfer of the work entails additional costs for the Contractor, these will be charged to the Client.

8. Upon termination of the Agreement, each of the parties must immediately hand over to the other party all goods, matters and documents in its possession that belong to the other party.

 

Article 8 - Intellectual property rights

1. All rights with regard to products of the mind that the Contractor develops or uses in the performance of the assignment, including advice, working methods, (model) contracts, systems, system designs and computer programs, belong to the Contractor, insofar as these are not already be passed on to third parties.

2. Subject to the express prior written consent of the Contractor, the Client is not permitted to reproduce, disclose or exploit the products of the mind or the recording thereof on data carriers, whether or not together with or through the engagement of third parties, without prejudice to the provisions of Article 9 paragraph. 3.

 

Article 9 - Confidentiality

1. The Contractor is obliged to keep the data and information provided by or on behalf of the Client confidential towards third parties who are not involved in the execution of the assignment. This obligation does not apply to the extent that the Contractor has a legal or professional obligation to disclose, including the obligations arising from the Money Laundering and Terrorist Financing Act (Wwft) and other national or international regulations with a comparable effect, or insofar as the Client released from the obligation of confidentiality.

2. The first paragraph does not prevent confidential collegial consultation within the Contractor's organization, insofar as the Contractor deems this necessary for the careful execution of the assignment or for the careful fulfillment of a legal or professional obligation.

3. If the Contractor acts for itself in disciplinary, civil, arbitral, administrative or criminal proceedings, the Contractor is entitled to use the data and information of which it has taken cognizance during the execution of the assignment, insofar as these are in its reasonable opinion. may be important.

4. Subject to the express prior written consent of the Contractor, the Client is not permitted to disclose or otherwise make available to third parties the content of advice, opinions or other expressions, whether written or not, of the Contractor, except insofar as this results directly from the agreement. takes place in order to obtain an expert opinion regarding the relevant activities of the Contractor, the Client is subject to a legal or professional obligation to disclose, or if the Client acts for itself in disciplinary, civil, arbitration, administrative or criminal proceedings.

5. The Contractor is entitled to state the name of the Client and to state in outline the work performed to (commercial) relations of the Contractor as an indication of the Client's experience.

 

Article 10 - Personal data

1. In the context of an assignment given by the Client to the Contractor or in the context of complying with legal obligations incumbent on the Contractor, the Contractor may process personal data concerning the Client and/or persons associated with or working for/for the Client.

2. In connection with the optimization of its services to the Client as well as in connection with being able to approach the Client and/or persons employed by/for the Client with information and with services of the Contractor and third parties, the Contractor may process personal data.

3. Processing of personal data by the Contractor in the context of the activities referred to in paragraphs 1 and 2 takes place in accordance with applicable laws and regulations in the field of the protection of personal data.

 

Article 11 - Fee

1. The Client owes the Contractor a fee as well as compensation for costs incurred in accordance with the Contractor's usual rates, calculation methods and working methods.

2. The Contractor has the right to request an advance from the Client.

3. If, after the conclusion of the Agreement, but before the Assignment has been completed in full, rate-determining factors such as wages and/or prices undergo a change, the Contractor is entitled to adjust the previously agreed rate accordingly.

4. All rates are exclusive of turnover tax and other levies imposed by the government.

 

Article 12 – Payment

1. Payment must be made without any deduction, discount or settlement in Dutch currency by deposit or transfer to the bank account indicated on the invoice within fourteen days of the invoice date. The day of payment is the day on which the amount owed is credited to the Contractor's account. Objections to the amount of the invoice do not suspend the payment obligation of the Client.

2. If the Client has not paid within the term referred to in the first paragraph, or another term agreed between the parties, the Client will be in default by operation of law and the Contractor will be entitled to charge interest equal to the statutory interest for commercial transactions from that moment on. suspend further work. 

3. If the Client has not paid within the term referred to in the first paragraph, the Client is obliged to reimburse all extrajudicial and judicial (collection) costs incurred by the Contractor, also insofar as these costs exceed any judicial order to pay costs, unless the Contractor is the losing party in the costs are ordered.

4. In the event of an Assignment given jointly, the Clients are jointly and severally liable for payment of the invoice amount and the interest and costs owed, insofar as the assignment has been performed for the benefit of the joint Clients.

5. The Contractor reserves the right - also during the execution of an assignment, if the financial position or payment behavior of the Client gives rise to this in the opinion of the Contractor - to demand full or partial advance payment and/or the provision of security from the Client, failing which the Contractor is entitled to suspend the fulfillment of its obligations.

 

Article 13 - Complaints

1. A complaint with regard to work performed or the invoice amount must, on pain of forfeiture of all claims, limit the payment term of the invoice about which the Client is complaining, or, if the Client demonstrates that he could not reasonably have discovered the defect earlier, within 30 days after the discovery of the defect. the defect must be made known to the Contractor in writing.

2. A complaint does not suspend the Client's payment obligation, except insofar as the Contractor has indicated to the Client that it considers the complaint to be well-founded.

3. In the event of a justified complaint, the Contractor has the choice between adjusting the fee charged, improving or re-performing the relevant work free of charge, or not (any longer) performing the assignment in whole or in part against a refund of the amount already paid by the Client. fee paid in proportion.

 

Article 14 – Liability

1. The Contractor is only liable towards the Client for a shortcoming in the execution of the assignment to the extent that the shortcoming consists in failing to observe the care and expertise that may be relied on in the performance of the assignment._cc781905-5cde-3194-bb3b- 136bad5cf58d_

2. The Contractor's liability for a shortcoming in the execution of the assignment as well as for an unlawful act caused by the Contractor is limited to three times the amount that the Client has paid to the Contractor in accordance with the standard of the provisions of Article 10 as a fee (excluding turnover tax) and/or or is still owed with regard to the work to which the damage-causing event relates or to which it relates, with a maximum of three hundred thousand euros (€300,000).

3. The limitation of liability referred to in the previous paragraph does not apply insofar as the damage is the result of intent or gross negligence on the part of the Contractor.

4. However, the Contractor is not liable for:

   1. - damage incurred by the Client or third parties that is the result of the provision of incorrect or incomplete data or information by the Client to the Contractor or is otherwise the result of an act or omission on the part of the Client; 

   2. - damage incurred by the Client or third parties as a result of acts or omissions of auxiliary persons engaged by the Client or the Contractor (not including employees of the Contractor), even if they are employed by an organization affiliated with the Contractor;

   3. - business, indirect or consequential loss incurred by the Client or third parties.

5. A claim for compensation for damage must be submitted to the Contractor no later than twelve months after the Client has discovered or could reasonably have discovered the damage, failing which the right to compensation lapses.

6. The Client is obliged to indemnify and hold harmless the Contractor against all claims from third parties - including shareholders, directors, supervisory directors and personnel of the Client, as well as affiliated legal entities and companies and others involved in the Client's organization - arising from or related to with the Contractor's work for the Client, except insofar as these claims are the result of intent or gross negligence on the part of the Contractor.

 

Article 15 Expiry Period

Insofar as not provided otherwise in these general terms and conditions, any right of action of the Client for whatever reason against the Contractor in connection with the performance of work by the Contractor, in any case after one year after the moment at which the Client became aware or could reasonably have become aware of the existence of these rights.

 

Article 16 - Choice of law and forum

1. All agreements between the Client and the Contractor are exclusively governed by Dutch law.

2. Unless the parties expressly agree otherwise in writing, all disputes related to Agreements between the Client and the Contractor will be submitted to the competent court in the place where the Contractor is established.

3. Notwithstanding the previous paragraph, the Client and the Contractor may opt for a different method of dispute resolution

 

Version: January 1, 2017